NEBC SEC filings, in plain English
Everything Nebula Caravel Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 2 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Rover Group, Inc., the post-combination successor to Nebula Caravel Acquisition Corp., called a special meeting for February 22, 2024 at 10:00 a.m. Pacific Time, virtual, to adopt the Agreement and Plan of Merger dated November 29, 2023 with Biscuit Parent, LLC and Biscuit Merger Sub, LLC, with Rover continuing as the surviving company. The consideration represents a premium of approximately 61% to the volume weighted average share price over the 90 trading days ending November 28, 2023, the last trading day before signing. Why it matters: A 61% premium to a 90-day VWAP is a strong outcome by de-SPAC standards, and NEBC holders receive cash rather than acquirer stock, so the value does not float. With antitrust clearance already obtained on January 12, 2024, the remaining condition is the shareholder vote itself, which materially reduces closing risk. There is no trust or redemption right left in this structure — the merger price is the exit.
What changed: Rover Group, Inc. — the company Nebula Caravel Acquisition Corp. took public — filed a preliminary proxy statement for a special meeting on the Agreement and Plan of Merger dated November 29, 2023 with Biscuit Parent, LLC and Biscuit Merger Sub, LLC, affiliates of funds managed by affiliates of Blackstone Inc. Merger Sub merges into Rover, which continues as the surviving corporation and a wholly owned subsidiary of Parent. Each share of Class A common stock converts into the right to receive $11.00 in cash, without interest. Why it matters: This is a clean cash exit above the usual SPAC reference point: $11.00 per share, which the filing states is approximately a 61% premium to the volume weighted average share price over the 90 trading days ending November 28, 2023, the last trading day before the Merger Agreement was signed. Completion requires the affirmative vote of a majority of the outstanding shares entitled to vote, so a failure to instruct a bank or broker counts as a vote against. Holders who properly exercise appraisal rights take payment under those rights instead of the $11.00.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.